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2021 CORPORATE GOVERNANCE STATEMENT
2021 Corporate Governance Statement
The Board and management of Capitol Health Limited ("Capitol Health" or the "Company") recognise their duties and obligations to shareholders and other stakeholders to implement and maintain a proper system of corporate governance. Capitol Health believes that good corporate governance helps ensure the future sustainability of the Company, adds value to stakeholders and enhances investor confidence.
The ASX Listing Rules require listed companies to prepare a statement disclosing the extent to which they have complied with the recommendations of the ASX Corporate Governance Council ("ASX Recommendations") in the reporting period. The Recommendations are guidelines designed to improve the efficiency, quality, and integrity of the Company. They are not prescriptive, so that if a company considers a recommendation to be inappropriate having regard to its own circumstances, it has the flexibility not to follow it. Where a company has not followed all the Recommendations, it must identify which Recommendations have not been followed and give reasons for not following them.
This Corporate Governance Statement ("Statement") sets out a description of the Company's main corporate practices and provides details of the Company's compliance with the Recommendations, or where appropriate, indicates a departure from the Recommendations with an explanation.
This Statement is current as at 25 August 2021 and has been approved by the Board of Directors of Capitol Health Limited.
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
RECOMMENDATION 1.1 - ROLE OF THE BOARD AND MANAGEMENT
The role of the Board is to approve the strategic direction of the Company, guide and monitor the management of the Company and its businesses and oversee the implementation of appropriate corporate governance with respect to the Company's affairs. The Board aims to protect and enhance the interests of its shareholders, while considering the interests of other stakeholders, including employees and the wider community.
The Board has a formal Board Charter which is available on the Company's website at http://www.capitolhealth.com.au/corporate-governance.The Charter clearly sets out those matters expressly reserved for the Board's determination and those matters delegated to management. The Board acts in the best interests of the Company as a whole and its responsibilities are also set out in the Board Charter.
The Board has delegated to the Managing Director ("MD") responsibility for the day-to-day management of the Company, including the overall operational and business management and profit performance of Capitol Health, whilst also managing the Company in accordance with the strategy, plans and policies approved by the Board to achieve agreed goals. The scope of, and limitations to, these delegations are clearly documented and balance oversight with appropriate empowerment and accountability of senior executives.
RECOMMENDATION 1.2 - APPOINTMENT OF DIRECTORS
The Company has guidelines for the appointment and selection of the Board which require the Board to undertake appropriate checks before appointing a person or putting forward to security holders a candidate for election, as a Director.
All selected candidates for Board positions undergo appropriate background checks before being appointed to the Board. Any Director appointed during the year to fill a casual vacancy or as an addition to the existing Directors must stand for election at the next Annual General Meeting ("AGM").
A regular assessment is made of the current qualifications, skills, and experience of the directors, as well as the skills, experience and expertise needed to deal with current and emerging issues of the business and to effectively review and challenge the performance of management and exercise independent judgement.
Board support for Directors retiring and seeking re-election is not automatic and is reviewed against criteria based on the Board's current skills and qualities and the current and future needs of the Company. The Company provides its shareholders with all material information relevant to a decision on whether or not to elect or re-elect a Director and they are provided to security holders through a number of channels, including via the Notice of Meeting.
RECOMMENDATION 1.3 - APPOINTMENT TERMS
Each director and senior executive are party to a written agreement with the Company which sets out the terms of that Director's or senior executive's appointment, including the remuneration entitlement and performance requirements. Directors also receive a deed of indemnity, insurance, and access.
Details of executive contracts in place are detailed in the Company's Annual Remuneration Report in the 2021 Annual Report.
RECOMMENDATION 1.4 - COMPANY SECRETARY
The Company Secretary is accountable directly to the Board, though the Chair, on all matters to do with
the proper functioning of the Board. The Company Secretary's role includes advising the Board and its
Committees on governance matters, monitoring that Board and Committee policies and procedures are followed, coordinating the timely completion and despatch of Board and Committee papers, ensuring that the business at Board and Committee meetings is accurately captured in the minutes, and helping to organise and facilitate the induction and professional development of directors.
All Directors have unfettered access to the Company Secretary and the appointment and removal of the Company Secretary must be made or approved by the Board.
Details regarding our Company Secretary, including experience and qualifications, are set out in the Directors' Report in our 2021 Annual Report.
RECOMMENDATION 1.5 - DIVERSITY
Capitol Health recognises the benefits of diversity of gender, age, experience, relationships, and background and is proud to have a strong representation of both genders in its workforce. The Company's Diversity and Inclusion Policy is available on the Capitol Health website (http://www.capitolhealth.com.au/corporate-governance).
In accordance with its Diversity and Inclusion Policy the Board has established the following diversity and inclusion objectives for the 2021 financial year:
The Company delivered on its objective of maintaining female representation at or above 50% across the Company. The Company develops the leadership capabilities of both female and male talent, has a strong focus on equity at all times, and is committed to embed a culture of inclusion. The Company will maintain the same objectives for the 2022 financial year.
The proportion of women on the Board, in senior executive positions and women across the entire organisation as at 30 June 2021 was as follows:
The Company has reported against a set of standardised gender equality indicators provided by the Workplace Gender Equality Agency. The 2021 full WGEA Report can be found at https://www.capitolhealth.com.au/corporate-governance.
RECOMMENDATION 1.6 - BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS PERFORMANCE ASSESSMENT
The evaluation of the performance of the Board, its Committees and individual directors is undertaken in accordance with the Performance Evaluation Process set out in the Nomination and Remuneration Charter available on the Company's website (http://www.capitolhealth.com.au/corporate-governance).
The Board's and Committees' performances are assessed through the completion of a questionnaire / survey. Individual Directors' performance is also assessed through the completion of a questionnaire / survey by the individual Director and by fellow Board members. Both processes are facilitated by the Company Secretary who prepares a report to the Nomination and Remuneration Committee. Based on this report, the Nomination and Remuneration Committee considers and discusses any areas and actions for improvement and recommends them to the Board (if necessary).
The Company undertook an internal Board, Committees, and individual Directors' assessment for the reporting period 2021. An analysis of the data collected indicated that the Board and Committees are functioning effectively against all criteria. The Board and Committees are committed to their roles and each Board member is dedicated to proactively support the Company and its stakeholders.
RECOMMENDATION 1.7 - SENIOR EXECUTIVE PERFORMANCE ASSESSMENT
The performance of the MD was evaluated in February 2021 and August 2021 in accordance with the Company's Performance Evaluation Process. Details on the MD's remuneration can be found in the 2021 Annual Report.
During the 2021 financial year, Capitol Health also conducted formal senior executive staff reviews. The performance review of senior executive staff is conducted by the MD.
PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
RECOMMENDATION 2.1 - NOMINATION COMMITTEE
The Company's Nomination and Remuneration Committee Charter provides for the establishment of a Committee with at least three members, a majority of whom are independent Directors, and which must be chaired by an independent Director. The Nomination and Remuneration Committee Charter is available on the Company's website (http://www.capitolhealth.com.au/corporate-governance).
Capitol Health Limited published this content on 25 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 August 2021 09:11:06 UTC.